EXHIBIT 99.3



                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


      In connection with the Quarterly Report on Form 10-Q of Veritas DGC Inc.
(the "Company") for the quarter ended October 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Form 10-Q"), I,
Matthew D. Fitzgerald, Chief Financial Officer of the Company, certify, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:

      1.   The Form 10-Q fully complies with the requirements of Section 13(a)
           or 15(d) of the Securities Exchange Act of 1934; and

      2.   The information contained in the Form 10-Q fairly presents, in all
           material respects, the financial condition and results of operations
           of the Company.


March 10, 2003
                                                     /s/ Matthew D. Fitzgerald
                                                     -------------------------
                                                     Matthew D. Fitzgerald
                                                     Chief Financial Officer